Share Vesting Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement under Hong Kong law for granting 50,000 ordinary shares to our new CTO, with a 4-year vesting period starting March 1, 2025, including a 1-year cliff and quarterly vesting thereafter."

Document background
Share Vesting Agreements are essential tools in modern corporate structuring and employee retention strategies, particularly in Hong Kong's dynamic business environment. These agreements are commonly used when companies want to grant shares to employees, founders, or key stakeholders while ensuring their long-term commitment through a structured vesting schedule. A Share Vesting Agreement establishes the terms under which shares are earned over time or upon meeting specific conditions, incorporating Hong Kong's legal requirements and market practices. The document is crucial for startups and established companies alike, especially when implementing employee equity schemes or founder vesting arrangements. It addresses key aspects such as vesting periods, cliffs, acceleration provisions, and compliance with Hong Kong corporate and securities laws, while also considering tax implications and protecting company interests through appropriate restrictive covenants and safeguards.
Suggested Sections

1. Parties: Identification of the company issuing the shares and the recipient(s) of the shares subject to vesting

2. Background: Context of the agreement, including the company's share capital structure and purpose of the vesting arrangement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value

5. Vesting Schedule: Specific timeline and conditions for the vesting of shares, including any cliff period and vesting increments

6. Vesting Conditions: Performance metrics, time-based conditions, or other requirements that must be met for vesting to occur

7. Share Rights and Restrictions: Rights attached to the shares and any restrictions on transfer or disposal before vesting

8. Termination Provisions: Consequences of various termination scenarios on unvested shares

9. Company's Rights and Obligations: Company's commitments and rights regarding the vesting shares and administration of the vesting program

10. Recipient's Representations and Warranties: Confirmations and promises made by the share recipient

11. Tax Provisions: Treatment of tax obligations and responsibilities of parties

12. Confidentiality: Obligations regarding confidential information

13. General Provisions: Standard contractual provisions including governing law, notices, and amendments

Optional Sections

1. Employment Status: Required when vesting is tied to employment status - defines relationship between employment and vesting rights

2. Good/Bad Leaver Provisions: Used when different treatment is desired based on circumstances of recipient's departure

3. Accelerated Vesting: Include when specific events (e.g., change of control) can trigger immediate vesting

4. Shareholders' Agreement Compliance: Required when recipient must adhere to existing shareholders' agreement

5. Corporate Governance Participation: Include when defining recipient's rights to participate in corporate governance

6. Non-Competition and Non-Solicitation: Added when restrictive covenants are required as part of the vesting arrangement

7. Drag-Along and Tag-Along Rights: Include when recipients need to participate in future sale scenarios

8. Put and Call Options: Used when parties want rights to force sale/purchase of vested shares

Suggested Schedules

1. Vesting Schedule Details: Detailed breakdown of vesting dates, percentages, and milestone requirements

2. Share Certificate Specimen: Sample share certificate format and required legends

3. Performance Metrics: Detailed description of any performance-based vesting conditions

4. Corporate Information: Key company details, share capital structure, and existing shareholders

5. Tax Calculations: Examples of tax treatment and calculations

6. Required Notices and Forms: Templates for notices required during vesting process

7. Shareholders' Rights Summary: Summary of rights attached to shares post-vesting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Professional Services

Startups

E-commerce

Manufacturing

Healthcare

Education Technology

Biotechnology

Real Estate

Consulting

Media and Entertainment

Retail

Software Development

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Secretarial

Compliance

Operations

Administrative

Compensation & Benefits

Corporate Development

Relevant Roles

CEO

Founder

Co-founder

Chief Financial Officer

Chief Technology Officer

Senior Executive

Director

Board Member

Senior Manager

Department Head

Key Employee

Technical Lead

Principal Engineer

Senior Developer

Sales Director

Product Manager

HR Director

General Counsel

Company Secretary

Investment Manager

Industries
Companies Ordinance (Cap. 622): Primary legislation governing company formation, share capital, share transfers, and corporate governance in Hong Kong. Particularly relevant for provisions regarding share issuance, transfer restrictions, and shareholders' rights.
Securities and Futures Ordinance (Cap. 571): Regulates securities and financial markets in Hong Kong. Relevant for ensuring compliance with securities regulations, especially if the shares are part of a listed company or if the vesting arrangement could be considered a securities offering.
Inland Revenue Ordinance (Cap. 112): Governs taxation matters in Hong Kong, including the tax treatment of share-based compensation and vesting arrangements. Important for understanding tax implications for both the company and the share recipient.
Employment Ordinance (Cap. 57): While primarily governing employment relationships, it's relevant when share vesting is tied to employment terms, conditions, or duration of service.
Contract Law (Common Law): Hong Kong follows English common law principles for contract formation and enforcement. Essential for ensuring the vesting agreement meets basic contract law requirements of offer, acceptance, consideration, and intention to create legal relations.
Personal Data (Privacy) Ordinance (Cap. 486): Relevant for handling personal data of individuals involved in the vesting agreement and ensuring compliance with data privacy requirements.
Stamp Duty Ordinance (Cap. 117): Governs stamp duty obligations on share transfers and agreements. Important for understanding and complying with stamp duty requirements related to share transfers.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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